0000912282-11-000167 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • March 30th, 2011 • Central Fund of Canada LTD • Investors, nec • Ontario

CIBC World Markets Inc. (“CIBC”) and Credit Suisse Securities (Canada), Inc. (collectively, the "Underwriters" and each individually, an “Underwriter”), understand that Central Fund of Canada Limited (the "Corporation") proposes to issue and sell to the Underwriters 14,350,000 Class A non-voting, fully participating shares ("Class A Shares") in the capital of the Corporation (the "Underwritten Shares"). The Underwriters further understand that the Corporation has prepared and filed a short form base shelf prospectus, a registration statement and all necessary documents relating thereto and will prepare and file, without delay, a prospectus supplement and all necessary related documents and will take all additional necessary steps to qualify or register the Underwritten Shares for distribution in each of the Qualifying Canadian Jurisdictions (as defined below) and in the United States, as applicable.

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